Terms of Use

Effective Date March 15, 2019

Welcome to The ITIL Premier Club by GogoTraining. Our mission is to provide
the best and most affordable ITIL education and services. When you visit,
view, use, or access our website www.ITILPremierClub.com and any applicable
subdomains thereof, or any applications, mobile applications, functionalities,
content, materials, Interactive Features, or other online services provided by
The ITIL Premier Club (collectively, the “Site”), whether as a guest or a
registered user, you’re agreeing to the following terms and conditions, so
please take a few minutes to read over the Terms of Use below.

INTRODUCTION

These Terms of Use, as may be amended from time to time, together with any
documents, policies, or terms they incorporate by reference (collectively,
these “Terms of Use”), are entered into by and between you and GoghGo, Inc., an
Arizona corporation d/b/a GogoTraining and d/b/a The ITIL Premier Club (“The
ITIL Premier Club”, “we”, or “us”). For purposes of these Terms of Use, “you”
includes, individually and collectively, you (the user or Customer) and any
individual, affiliate, or Business User that is visiting, viewing, using, or
accessing the Site under your Plan. To the extent that you have entered into an
enterprise license agreement, master sales order, master services agreement, or
other written agreement fully executed and signed by an authorized
representative of The ITIL Premier Club that contains terms that directly
conflict with any terms of these Terms of Use, then the conflicted terms set
forth in such other agreement will control.

You acknowledge and agree that by (i) visiting, viewing, using, or accessing
the Site, (ii) clicking “Agree”, “Purchase”, “Submit”, or similar links, or
(iii) signing or confirming a Sales Order or other agreement incorporating
these Terms of Use, that you have read, understand, and agree to be bound by
these Terms of Use, irrespective of whether you are a guest or a registered
user of the Site. IF YOU DO NOT AGREE TO THESE TERMS OF USE, THEN YOU MAY NOT
ACCESS OR USE THE SITE. THE ITIL PREMIER CLUB’S ALLOWANCE OF YOUR USE AND
ACCESS TO THE SITE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL OF THE
TERMS AND CONDITIONS OF THESE TERMS OF USE, TO THE EXCLUSION OF ALL OTHER
TERMS.

2. PRIVACY POLICY

Your privacy is important to us, and we are committed to protecting your
personal information. Any personal information submitted in connection with
your use of the Site is subject to our privacy policy found at
https://itpremierclub.com/pages/privacy.php
(the “Privacy Policy”), which is hereby incorporated by this reference. We will
use information about you that we obtain either directly from you or that we
obtain by nature of your use of the Site in accordance with our Privacy Policy
solely in furtherance of providing you and improving the Site.

3. SITE ACCESS AND ACCOUNT REGISTRATION

To access the Site, you may be asked to provide certain account information
and other details. This account information helps us to create and maintain an
ITIL Premier Club account for you, which is necessary for providing you the
content, customer service, and network management that comes with the Site; as
such, it is a condition of your use of the Site that all account information
you provide is correct, current, and complete. You agree that all account
information you provide is governed by our Privacy Policy and you consent to
all actions we take with respect to your information consistent with our
Privacy Policy.

With regard to your username, password, any other piece of information you
provide to us as part of our security procedures (collectively, “Account
Information”), you agree to treat such Account Information as confidential, and
you must not disclose it to any other person or entity. You also acknowledge
that your Account Information is personal to you, and you agree not to provide
any other person with access to the Site using your Account Information. You
agree to notify us immediately ([email protected]) of any
unauthorized access to or use of your Account Information or any other breach
of security that you become aware of. You should use particular caution when
accessing your account from a public or shared computer so that others are not
able to view or record your Account Information or other personal
information.

Except as provided herein, you may not transfer your Account Information to
any other person and you may not use anyone else’s Account Information or
account at any time. In cases where you have nevertheless authorized or
registered another person to use your account or Plan, or where you have acted
negligently in safeguarding your Account Information as set forth above, you
agree you are fully responsible for (i) the acts and omissions of such person
accessing the Site with your Account Information, (ii) controlling the person’s
access to and use of the Site, and (iii) the consequences of any use or misuse
by such person.

4. THE ITIL PREMIER CLUB SUBSCRIPTION PLANS

(a) Plan Scope. The scope, features, and price of your access to the Site is
determined by the subscription plan and account type you register for,
purchase, order, renew, or change into (each, a “Plan”)—to review the scope,
features, and price associated with The ITIL Premier Club Plans, please visit
http://www.itilpremierclub.com/pricing (the “Plans Page”). Whether such
registration, purchase, order, renewal, or change happens through the Site’s
checkout or account settings functionalities, by execution or confirmation of a
Sales Order, or with or without the assistance of The ITIL Premier Club’s sales
or support teams (all such methods, collectively, “Checkout”), your use of and
access to the Site is expressly conditioned upon timely payment of the
applicable License Fee associated with your Plan and governed by these Terms of
Use.

For purposes herein, “License Fee” means the Individual License Fee, and/or
the Business License Fee. We reserve the right to increase or decrease any
License Fee at any time; however, to the extent you have paid your License Fee
in advance, the increase or decrease will not become effective for your Plan
until the end of your current subscription term or your next renewal.

For purposes herein, “Payment Method” means the Individual Payment Method or
the Business Payment Method, as applicable.

(b) Payment Method.

(i) You may edit your Payment Method information by visiting our website and
clicking on the “Account” link, available at the top of the pages of The ITIL
Premier Club website. If a payment is not successfully settled, due to
expiration, insufficient funds, or otherwise, and you do not edit your Payment
Method information or cancel your account (see Cancellation Policy in Section
10 below), you remain responsible for any uncollected amounts and authorize us
to continue billing the Payment Method, as it may be updated. This may result
in a change to your payment billing dates. We may update your Payment Method
with information provided by the applicable payment service provider, and you
authorize us to continue to charge the applicable License Fee to the updated
Payment Method. Check with your Payment Method service provider for more
details.

(ii) Depending on where you transact with us, the type of Payment Method
used, and where your payment method was issued, your transaction with us may be
subject to foreign exchange fees or differences in prices because of exchange
rates and other The ITIL Premier Club provided geographic-specific pricing. We
do not support all payment methods, currencies, or locations for payment. If
your payment method fails, or if your account is past due, we may collect fees
owed using other collection mechanisms—this may include charging other payment
methods on file with us or retaining collection agencies and legal counsel, the
fees and cost of which you hereby agree to pay. Notwithstanding anything to the
contrary, your obligation to pay fees continues through the end of your
applicable subscription term and regardless of whether you cancel your Plan
during such term.

4.1 INDIVIDUAL PLAN

(a) Individual License. If you choose or purchase an The ITIL Premier Club
individual subscription plan during Checkout (an “Individual Plan”), The ITIL
Premier Club grants you, and you alone, a non-exclusive, non-transferable
license (“Individual License”) to use the Site for the subscription term length
set forth during Checkout (the “Initial Individual Term”) in strict accordance
with these Terms of Use for non-commercial home or personal use only. If you
purchase a “monthly” plan, your Initial Individual Term is one month from the
date of purchase, whereas the purchase of an “annual” plan results in a one
year Initial Individual Term. Any renewal of the Initial Individual Term (or a
Renewal Individual Term), whether such renewal occurs by way of your Automatic
Individual Renewal, Checkout, or otherwise, shall be deemed a “Renewal
Individual Term”, and together with the Initial Individual Term, the “
Individual Term”, as applicable.

(b) Individual License Fee. The ITIL Premier Club’s grant of the Individual
License is expressly conditioned on timely payment of the then-applicable
license fee for the Individual Plan in the amount and on the billing frequency
(e.g., monthly, annually) selected and set forth during Checkout (“Individual
License Fee”). We may include a separate charge for any applicable sales, use,
value-added, or excise taxes, and any other similar taxes, duties or charges of
any kind, other than taxes on The ITIL Premier Club’s income, imposed by any
federal, state, or local governmental entity on any amounts payable by you
under these Terms of Use. We will remit taxes collected, if any, to the
appropriate taxing authority.

(i) Automatic Individual Renewal. BY REGISTERING FOR, SUBSCRIBING TO, OR
PURCHASING AN INDIVIDUAL PLAN AND PROVIDING BILLING INFORMATION DURING
CHECKOUT, YOU GRANT US AND OUR AUTHORIZED THIRD-PARTY PAYMENT PROCESSOR(S) THE
RIGHT TO PROCESS PAYMENT FOR YOUR INDIVIDUAL LICENSE FEE VIA THE DEBIT CARD,
CREDIT CARD, OR PAYPAL® ACCOUNT YOU PROVIDED DURING CHECKOUT OR MAINTAIN ON
YOUR ACCOUNT (your “Individual Payment Method”). YOU UNDERSTAND AND AGREE THAT
AT THE END OF EACH INDIVIDUAL TERM WE WILL AUTOMATICALLY RENEW YOUR INDIVIDUAL
PLAN FOR THE SAME LENGTH OF TERM AND PROCESS YOUR INDIVIDUAL PAYMENT METHOD FOR
PAYMENT OF THE INDIVIDUAL LICENSE FEE AT THE THEN-APPLICABLE PRICE FOR AN
INDIVIDUAL PLAN (said process, “Automatic Individual Renewal”). If you choose
to be billed “monthly”, we will process your Automatic Individual Renewal on or
near the same day of each month. If you choose to be billed “annually”, we will
process your Automatic Individual Renewal on or near the same day of each year.
If payment is not received within such time period, or if we are unable to
renew your Individual Plan based on inaccurate or outdated Individual Payment
Method information, we may suspend or terminate your Individual Plan, in our
sole discretion. For Individual Plans, there is no ability to disable Automatic
Individual Renewal other than cancellation (see Section 10(b)).

4.2 BUSINESS PLANS

(a) Business License(s). If you choose or purchase a The ITIL Premier Club
business subscription plan during Checkout or in a separate The ITIL Premier
Club -provided sales order (each, a “Sales Order”), which includes any of the
business plan offerings (each, a “Business Plan”), The ITIL Premier Club grants
you a non-exclusive, non-transferable license (“Business License”) to use the
Site for the subscription term length set forth during Checkout or a Sales
Order (the “Initial Business Term”) in strict accordance with these Terms of
Use. Any renewal of the Initial Business Term (or a Renewal Business Term),
whether such renewal occurs by way of your Automatic Business Renewal,
Checkout, a renewal Sales Order, or otherwise, shall be deemed a “Renewal
Business Term”, and together with the Initial Business Term, the “Business Term”,
as applicable.

(b) Individual Business Subscriptions. The Business License allows a
specific number of your employees or affiliate employees to register as The
ITIL Premier Club users (each, a “Business User”) and receive access to the
Site by way of your Business License. Each Business User must be designated by
the business purchasing the Business License or by such business’s designated
Plan Manager, after which each Business User will be provisioned unique Account
Information to register for a The ITIL Premier Club account and receive access
to use the Site through an individual single-use business subscription (an “
Individual Business Subscription”). Each Individual Business Subscription is to
be used solely by the named Business User and for the internal purposes of the
business provisioning the Business License. Each Individual Business
Subscription may not be shared amongst Business Users nor may it be shared
amongst multiple employees, affiliate employees, contractors, agents, or other
individuals.

(c) Business License Fee. The ITIL Premier Club’s grant of the Business
License is expressly conditioned on timely payment of the then-applicable
annual license fee in advance for all Individual Business Subscriptions on or
added to your Business Plan in the amount and on the billing frequency set
forth during Checkout or in a Sales Order (individually, and collectively, the
“Business License Fee”).

(i) Payment by Debit or Credit Cards, PayPal®, or Third Parties. By
registering for, subscribing to, or purchasing a Business Plan and providing
billing information during Checkout or otherwise, you grant us and our
authorized third-party payment processor(s) the right to process payment for
your Business License Fee via the debit card, credit card, PayPal® account,
third-party payment provider, or reseller you provide, authorize, or maintain
on your Business Plan account (individually, and collectively, “Business
Payment Method”).

(ii) Payment by Invoice. If you choose to be invoiced during Checkout (or
choose to have a third-party payment provider or reseller be invoiced on your
behalf) rather than using a Business Payment Method, your Business License Fee
will be billed as of the effective date of the subscription start date set
forth during Checkout or a Sales Order. You hereby agree the Business License
Fee is due as of the date of any The ITIL Premier Club invoice, payable within
thirty (30) days of said date.

(iii) Automatic Business Renewal. Unless otherwise set forth in Checkout or
a Sales Order, YOU UNDERSTAND AND AGREE THAT AT THE END OF EACH APPLICABLE
BUSINESS TERM WE WILL AUTOMATICALLY RENEW YOUR BUSINESS PLAN (INCLUDING ALL
INDIVIDUAL BUSINESS SUBSCRIPTIONS ON YOUR BUSINESS PLAN) FOR THE SAME LENGTH OF
TERM AND PROCESS YOUR BUSINESS PAYMENT METHOD OR INVOICE FOR PAYMENT OF THE
APPLICABLE BUSINESS LICENSE FEE FOR THE RENEWAL BUSINESS TERM AT THE
THEN-APPLICABLE PRICE FOR A BUSINESS PLAN.

(iv) Suspension Because of Nonpayment. If payment is not received within the
required time period, or if we are unable to renew your Business Plan based on
inaccurate or outdated Business Payment Method information, we may suspend your
access to the Site (including all of your Business Users’ access) until payment
is received. In the event we suspend your Business Plan because of nonpayment,
no additional time will be added to the then-applicable Business Term.

(v) Taxes. The Business License Fee is exclusive of taxes. When processing
your Business Payment Method or invoicing, we may include a separate charge for
any applicable sales, use, value-added, or excise taxes, and any other similar
taxes, duties or charges of any kind, other than taxes on The ITIL Premier
Club's income, imposed by any federal, state, or local governmental entity on
any amounts payable by you under these Terms of Use or any Sales Order. We will
remit taxes collected, if any, to the appropriate taxing authority.

(d) Individual Business Subscription Transfers. You acknowledge and agree
that the Individual Business Subscriptions granted under these Terms of Use,
via Checkout, and under each Sales Order are specific to the individual
Business Users you designate. Except as set forth during Checkout or a Sales
Order, the Individual Business Subscriptions granted under these Terms of Use
are not transferable to any other individual for any reason, and you will take
all commercially reasonable steps to prevent your Business Users from granting
access to the Site to any other individuals.

(e) Your Marks. As a Business Plan subscription holder, you agree that we
may use your logo and name; provided that such use may be for informational
purposes only in marketing efforts, solely for the purpose of identifying you
as a customer of The ITIL Premier Club, and for no other purpose.

5. PROPRIETARY MATERIALS

(a) Use of The ITIL Premier Club’s Proprietary Materials. The Site contains
copyrighted materials, trademarks, proprietary and confidential information,
and intellectual property of The ITIL Premier Club and licensors of The ITIL
Premier Club (collectively, “Proprietary Materials”), including without
limitation source code, video, text, software, photos, podcasts, documentation,
graphics, images, music, and sound. You agree not to modify, publish, transmit,
participate in the transfer or sale of, create derivative works of, or in any
way exploit, in whole or in part, any Proprietary Materials. Proprietary
Materials may only be accessed through the Site, and not by or from any other
site or means. The applicable License granted you by these Terms of Use is a
right of access through the Site only, and does not grant to you any right to
download or store any Proprietary Materials in any medium, other than (i) that
downloadable content that may be provided for certain training courses,
including exercise files, course slides, and sample code, (ii) files that are
automatically cached by your web browser for display purposes, and (iii) if we
provide desktop, mobile, or other applications for download, a single copy of
such application for your computer or mobile device solely for your own,
personal use, provided you agree to be bound by an applicable end user license
agreement for such application (collectively, the “Authorized Downloadable
Materials”). Authorized Downloadable Materials are held by you pursuant to a
limited revocable right only, and are subject to all restrictions described
herein, including the prohibition on further transfer, sale, creation of
derivative works, or exploitation in any manner.

(b) Reservation of Rights. THE ITIL Premier Club reserves all intellectual
property rights to the Proprietary Materials, other than as specifically
granted under the applicable License granted you under these Terms of Use. No
posting, copying, transmission, retransmission, distribution, redistribution,
publication, republication, decompilation, disassembling, reverse engineering,
or otherwise reproducing, storing, transmitting, modifying, or commercially
exploiting any Proprietary Materials in any form or by any means, for any
purpose, is permitted without our express written permission.

(d) Equitable Relief. You acknowledge that a breach of any proprietary
rights described in these Terms of Use may cause us irreparable damage, for
which the award of damages would not be adequate compensation. Consequently,
you agree that we may institute an action to enjoin you from any and all acts
in violation of those provisions, which remedy will be cumulative and not
exclusive, and we may seek the entry of an injunction enjoining any breach or
threatened breach of those provisions, in addition to any other relief to which
we may be entitled at law or in equity.

(e) Third-Party Marks. Other trademarks, service marks, and logos used
throughout the Site are the trademarks, service marks, or logos of their
respective owners.

(f) Violation of Copyright or Intellectual Property Laws. We respect the
intellectual property of others, and we ask our users to do the same. We may,
in appropriate circumstances and at our sole discretion, remove or disable
access to any materials on the Site that we believe (or are notified) may
infringe on the rights of others. If you believe that your work has been copied
in a way that constitutes copyright infringement or otherwise infringes on your
intellectual property rights, please report it to us promptly by emailing us at
[email protected]

6. MOBILE AND OTHER DEVICES

If you use a mobile device or a The ITIL Premier Club mobile application to
access the Site, the following additional terms and conditions (“Mobile Terms”)
also apply:

(a) You agree that you are solely responsible for all message and data
charges that apply to use of your mobile device to access the Site. All such
charges are billed by and payable to your mobile service provider. Please
contact your participating mobile service provider for pricing plans,
participation status, and details.

(b) You understand that wireless service may not be available in all areas
at all times and may be affected by product, software, coverage, or service
changes made by your service provider or otherwise. Additional terms and
conditions may apply to your use of our mobile applications based on the type
of mobile device that you use.

(c) YOUR ACCESS TO OR USE OF THE SITE VIA YOUR MOBILE DEVICE OR THE ITIL
PREMIER CLUB-PROVIDED MOBILE APPLICATION CONFIRMS YOUR AGREEMENT TO THESE TERMS
OF USE, INCLUDING BUT NOT LIMITING THESE MOBILE TERMS.

7. USER CONTENT AND FEEDBACK

(a) Interactive Features. If you have purchased the package with the ability
to post questions and comments, the Site from time to time may provide you with
the ability to upload, post, submit, publish, or transmit to other users or
persons (hereinafter, “post”) via online forums, chat capabilities, user
discussion groups, blogs, online profiles, or other online forums (“Interactive
Features”).

(b) User Content. The Interactive Features are intended to provide you and
other users with valuable resources on selected topics. Some, if not most, of
the content found on such Interactive Features is provided by third-party
users, and not us (such content, “User Content”). The third-party user
(including you, if applicable) is solely responsible for the User Content and
for complying with applicable laws relating thereto.

(i) All User Content you submit to the Interactive Features (including for
inclusion on the Site) or that is otherwise made available to The ITIL Premier
Club will be considered non-confidential and non-proprietary, and by so doing,
you hereby grant us and our affiliates and service providers, and each other
and our respective licensees, successors, and assigns the right to use,
reproduce, modify, perform, display, distribute, and otherwise disclose to
third parties any such material.

(ii) To the extent that you provide any User Content, you represent and
warrant that (a) you have all necessary rights, licenses and/or clearances to
provide such User Content as provided above, (b) such User Content is accurate
and reasonably complete, (c) as between you and The ITIL Premier Club, you are
responsible for the payment of third-party fees, if any, related to the
provision and use of such User Content, (d) such User Content does not and will
not infringe or misappropriate any third-party rights or constitute a
fraudulent statement or misrepresentation or unfair business practices, (e)
your User Content will not contain any inappropriate, offensive, racist,
hateful, sexist, pornographic, false, misleading, infringing, defamatory, or
libelous content; and (f) you agree to comply with all applicable rules
regarding online conduct and acceptable content we may post on the Site or
Interactive Features from time to time, including those set forth in Section 8
below.

(c) Feedback. We welcome and encourage you to provide feedback, comments,
and suggestions for improvements to the Site (“Feedback”). You acknowledge and
agree that any and all Feedback provided by way of the Site or otherwise will
be the sole and exclusive property of The ITIL Premier Club, and you hereby
irrevocably assign to The ITIL Premier Club and agree to irrevocably assign to
The ITIL Premier Club all of your right, title, and interest in and to all
Feedback, including without limitation all worldwide patent rights, copyright
rights, trade secret rights, and other proprietary or intellectual property
rights therein. At our request and expense, you will execute documents and take
such further acts as we may reasonably request to assist The ITIL Premier Club
to acquire, perfect, and maintain its intellectual property rights and other
legal protections for the Feedback.

(d) Monitoring and Enforcement. We have the right to:

(i) remove or refuse to post any User Content or Feedback for any or no
reason in our sole discretion;

(ii) take any action with respect to any User Content or Feedback that we
deem necessary or appropriate in our sole discretion, including if we believe
that such User Content or Feedback violates these Terms of Use, infringes any
intellectual property right or other right of any person or entity, threatens
the personal safety of users of the Site or the public, or could create risk or
liability for The ITIL Premier Club;

(iii) disclose your identity or other information about you to any third
party who claims that material posted by you violates their rights, including
their intellectual property rights or their right to privacy;

(iv) take appropriate legal action, including without limitation referral to
law enforcement for any illegal or unauthorized use of the Site; and

(v) terminate or suspend your access to all or part of the Site for any
violation of these Terms of Use; and

Without limiting the foregoing, we have the right to fully cooperate with
any law enforcement authorities or court order requesting or directing us to
disclose the identity or other information of anyone posting any User Content,
Feedback, or materials on or through the Site. YOU WAIVE AND HOLD HARMLESS US
AND OUR AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING
FROM ANY ACTION TAKEN BY US OR ANY OF THE FOREGOING PARTIES DURING OR AS A
RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF
INVESTIGATIONS BY EITHER US, SUCH PARTIES, OR LAW ENFORCEMENT AUTHORITIES.

Notwithstanding anything to the contrary, we have no obligation to review
any User Content, Feedback, or materials before they are posted on the Site,
and we cannot ensure prompt removal of objectionable material after it has been
posted. Accordingly, we assume no liability for any action or inaction
regarding transmissions, communications, or content provided by any user or
third party, and we have no liability or responsibility to anyone for
performance or nonperformance of the activities described in this Section.

8. SECURITY RULES

(a) Prohibitions. You are prohibited from violating or attempting to
violate the security of The ITIL Premier Club’s Site by any method, including
without limitation: (a) manually or systematically harvest, scrape, collect or
otherwise extract information or data contained on the Site, other than
permitted use of Authorized Downloadable Materials or temporary storage of
video materials for offline viewing (if permitted by your Plan); (b)
impersonate or attempt to impersonate The ITIL Premier Club, a The ITIL Premier
Club employee, another user, or any other person or entity (including without
limitation by using e-mail addresses or Account Information associated with any
of the foregoing) or provide incorrect or knowingly false information; (c)
violate or attempt to violate the Site’s security mechanisms, attempt to gain
unauthorized access to the Site or assist others to do so, or otherwise breach
the security of the Site or corrupt the Site in any way; (d) co-brand or frame
the Site or establish a link in such a way as to suggest any form or
association, approval, or endorsement on our part, without the prior express
written permission of an authorized representative of The ITIL Premier Club;
(e) use any portion of the Site to aid in transmitting, or procure the sending
of, any advertising or promotional material, including any “junk mail”, “chain
letter”, or “spam” or any other similar solicitation; (f) use the Site or its
contents (including User Content) to recruit, solicit, or contact in any form
other users or potential users for employment or contracting for a business not
affiliated with us without the prior express written permission of an
authorized representative of The ITIL Premier Club; (g) use or attempt to use
the Site to store or transmit software viruses, worms, time bombs, Trojan
horses, or any other computer code, files, or programs designed to interrupt,
destroy, or limit the functionality of any computer software, hardware, or
telecommunications equipment; (h) engage in any conduct that restricts or
inhibits anyone’s use or enjoyment of the Site, or which, as determined by us,
may harm us or users of the Site or expose them to liability; and/or (i) use
the Site in any manner that could disable, overburden, damage, or impair the
Site, interfere with any other party’s use of the Site (including their ability
to engage in real time activities through the Site), or otherwise attempt to
interfere with the proper working of the Site.

(b) Restricted Use of Site. We reserve the right to monitor use of the Site
and to suspend, revoke, deny, disable, or terminate your access or the access
of any of your Business Users if you or they have violated any provisions of
these Terms of Use or if your or their usage behavior exceeds normal limits, as
determined in our sole discretion. The term “normal limits” will be determined
solely by The ITIL Premier Club.

(c) Geographic Pricing and Restrictions. If your applicable License Fee is
adjusted based on your geographic region, you and your Business Users may only
use and access the Site if you are primarily based in the applicable geographic
region set forth during Checkout. The Site and its features are subject to
United States export controls. No Site content or materials may be downloaded
or exported (i) into (or to a resident of) Cuba, Sudan, North Korea, Iran,
Syria, the Crimea region of the Ukraine or any other country subject to an
applicable embargo or other trade restriction by any government regulatory
agency having jurisdiction, or (ii) by or to any person or entity on the United
States Treasury Department’s list of Specially Designated Nationals (SDN) or
the United States Commerce Department’s Consolidated Screening List (CSL). By
accessing or using the Site, you represent and warrant that you are not located
in, under the control of, or a national or resident of any such country or on
any such list. Although the Site may be accessible worldwide, we make no
representation that the Site is appropriate or available for use in locations
outside the United States, and accessing them from territories where its
contents or materials are illegal, is prohibited. Those who choose to access
the Site from other locations do so at their own initiative and are responsible
for compliance with local laws. Any offer for any product, service, and/or
information made in connection with the Site is void where prohibited.

9. REPRESENTATION, WARRANTIES, AND COVENANTS

(a) Your Representations and Warranties. You represent and warrant that:

(i) You are (i) 18 years of age or older or an emancipated minor, and (ii)
are fully able and competent to form a binding contract with The ITIL Premier
Club by entering into these Terms of Use.

(ii) You are solely responsible for all service, telephone, data charges,
and other fees and costs associated with your access to and use of the Site,
including without limitation maintaining all internet, browser software and
extensions, computer hardware, telephone, and other equipment required for such
access.

(b) Authority. You and The ITIL Premier Club each represent, warrant, and
covenant that it has the full power and authority to: (i) enter into an
agreement subject to these Terms of Use; (ii) perform its obligations
hereunder, and that its performance hereunder does not conflict with, limit, or
be contrary to any other agreement; (iii) and that by so doing, it does not
violate any applicable laws or any contractual relationship.

(c) Reliance and Functionality. The ITIL Premier Club does not warrant that
the content or functions of the Site will meet your requirements or that the
operation of the Site will be uninterrupted or error free. While the ITIL
courses on the Site are accredited and meet the standards of AXELOS and
PeopleCert, they and other content and materials presented on or through the
Site is made available solely for general information purposes. We do not
warrant the accuracy, completeness, or usefulness of this information. Any
reliance you place on such information is strictly at your own risk. We
disclaim all liability and responsibility arising from or related to any
reliance placed on such materials by you, your Business Users, or any other
visitor to the Site, or by anyone who may be informed of any of its contents.
The Site (including without limitation our blogs and Interactive Features) may
include content provided by third parties, including materials provided by
other users, bloggers, or third-party licensors, syndicators, aggregators, and
reporting services. All statements and opinions expressed in these materials,
and all articles and responses to questions and other content, other than the
content provided by The ITIL Premier Club, are solely the opinions and the
responsibility of the person or entity providing those materials. These
materials do not necessarily reflect the opinion of The ITIL Premier Club. We
are not responsible or liable to you or any third party, for the content or
accuracy of any materials provided by any third parties.

(e) Availability of Site. You recognize that the traffic of data through the
Internet may cause delays during your use of or access to the Site, and
accordingly, you agree not to hold us liable for delays that are ordinary in
the course of Internet use. You further acknowledge and accept that the Site
may not be available on a continual 24-hour basis due to such delays, delays
caused by our upgrading, modification, or standard maintenance of the Site, or
any other delays outside of our control.

(f) Third-party services, links, SSO, OAuth, etc. If any portion of the Site
contains services (e.g., discussion forums), links, resources, or materials
provided by third parties, including without limitation URL links, discussion
forum engines, single-sign on services (SSO), OAuth resources (e.g., Facebook,
GitHub, LinkedIn, etc.), or capabilities to share to social media websites,
these are provided for your convenience only. This may include links contained
on courses or in advertisements, including banner advertisements and sponsored
links on the Site. We have no control over the contents, software, or privacy
practices of these third-party services, links, resources, or materials, and
accept no responsibility for them or for any loss or damage that may arise from
your use of them—if you access or use them, you do so entirely at your own
risk.

10. TERMINATION; CANCELLATION POLICY

(a) Rights of Termination. You agree that we may deactivate your account or
terminate your Plan if we believe that you have (a) breached these Terms of
Use; (b) infringed the intellectual property rights of a third party; (c)
posted, uploaded or transmitted unauthorized User Content; or (d) violated or
acted inconsistently with these Terms of Use, our Privacy Policy, the Mobile
Terms, or any other applicable code of conduct. You agree that any such
deactivation or termination for the foregoing reasons may be effected without
prior notice to you and that The ITIL Premier Club will not be liable to you or
any third party for any deactivation of your account or termination of your
Plan.

(b) Individual Plan Cancellation. Your Individual Plan may be cancelled at
any time via your user account settings page, by calling +1 (877) 546-4446,
emailing [email protected], or canceling using the settings
found on your account page. If you cancel your Individual Plan by any method,
your Individual Plan will remain active to the end of your then-current
Individual Term to the extent your Individual License Fee is paid and these
Terms of Use will continue in effect and will govern such Individual Term until
its expiration or earlier termination for cause. If you are dissatisfied for
any reason with your Individual Plan subscription, your sole right and
exclusive remedy is to terminate your Individual Plan. Other than as set forth
herein, we will not offer refunds on any fees or charges related to your
Individual Plan—this includes any partially used or unused periods for which
you have already paid. Your obligation to pay fees continues through the end of
the subscription term during which you cancel your Individual Plan.

(c) Business Plan Termination.

(i) Right of Termination. The ITIL Premier Club may terminate the Business
Plan or any Sales Order prior to its expiration if we believe that you have (a)
breached these Terms of Use; (b) infringed the intellectual property rights of
a third party; (c) posted, uploaded or transmitted unauthorized User Content;
or (d) violated or acted inconsistently with these Terms of Use, our Privacy
Policy, the Mobile Terms, or any other applicable code of conduct. You agree
that any such deactivation or termination for the foregoing reasons may be
effected without prior notice to you and that The ITIL Premier Club will not be
liable to you or any third party for any deactivation of your account or
termination of your Plan.

(ii) Business Plan Cancelation. A Business Plan may be canceled by sending
written notice (see Section 15(e)) to The ITIL Premier Club at least thirty
(30) days prior to the expiration of the then-current Business Term; however,
in the event of any termination for convenience all portions of the Business
License Fee are non-refundable. With respect to any Business Term still in
effect as of the date of such termination for convenience, and upon your
request, your Business Plan will remain active to the end of your then-current
Business Term to the extent your Business License Fee has been paid; provided
that these Terms of Use will continue in effect and govern such Business Term
until its expiration or earlier termination for cause.

(d) You acknowledge and agree that The ITIL Premier Club may retain and
store your information on The ITIL Premier Club’s systems so you can share
your transcripts and certificates of completions with employers and exam
institutes and for archival purposes notwithstanding any termination or
cancellation of your account or Plan.

11. INDEMNIFICATION

(a) Indemnification. You agree to defend, indemnify and hold harmless
GoghGo, Inc., GogoTraining, The ITIL Premier Club and their respective
directors, employees, licensors, independent contractors, providers,
subsidiaries, and affiliates, and its and their respective officers, directors,
employees, contractors, agents, licensors, suppliers, successors and assigns
(each, an “ Indemnitee”) from and against any claims, liabilities, damages,
judgments, awards, losses, costs, expenses or fees (including reasonable
attorneys’ fees) (hereinafter, “Claims”) arising out of or relating to: (i)
your violation of these Terms of Use, or the Mobile Terms; (ii) your User
Content or Feedback posted to the Site; (iii) any use by you of the Site’s
material, content, services, or products other than as expressly authorized in
these Terms of Use; or (iv) your use of any information obtained from the Site.

(b) Indemnification Procedure. You agree to cooperate as fully as reasonably
required in the defense of any Claims, including asserting any available
defenses. We reserve the right, at our own expense, to assume the exclusive
defense and control of any Claims or matter otherwise subject to
indemnification by you and you may not in any event settle any Claims without
our prior written consent.

12. NO WARRANTY; LIMITATIONS ON LIABILITY

(a) No Warranty. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE”
BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESSED OR IMPLIED. NEITHER THE
ITIL PREMIER CLUB NOR ANY PERSON OR ENTITY ASSOCIATED WITH THE ITIL PREMIER
CLUB MAKES ANY PROMISE, WARRANTY, OR REPRESENTATION WITH RESPECT TO THE
COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE
SITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE ITIL PREMIER CLUB NOR ANY
PERSON OR ENTITY ASSOCIATED WITH THE ITIL PREMIER CLUB PROMISES, REPRESENTS OR
WARRANTS THAT THE SITE OR CONTENT OBTAINED THROUGH THE SITE OR ANY PORTION
THEREOF WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS
WILL BE CORRECTED, THAT THE SITE OR THE SERVER THAT MAKES THEM AVAILABLE ARE
FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR ITS CONTENT OR
MATERIALS WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. THE ITIL PREMIER CLUB
HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED,
STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF
MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

(b) Limitation on Liability. IN NO EVENT WILL THE ITIL PREMIER CLUB, ITS
AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS,
OR DIRECTORS BE LIABLE TO YOU, ANY OF YOUR AFFILIATES OR BUSINESS USERS, OR ANY
THIRD PARTY WITH RESPECT TO THE SITE OR THE SUBJECT MATTER OF THESE TERMS OF
USE UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHER LEGAL OR
EQUITABLE THEORY, EVEN IF FORESEEABLE, FOR: (i) ANY AMOUNT IN THE AGGREGATE IN
EXCESS OF THE GREATER OF THE AMOUNT YOU HAVE PAID TO THE ITIL PREMIER CLUB FOR
THE SITE IN THE THREE (3) MONTHS IMMEDIATELY PRIOR TO LIABILITY ARISING; (ii)
FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF
ANY KIND WHATSOEVER, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE, LOSS OF
PROFITS, LOSS OF BUSINESS, LOSS OF ANTICIPATED SAVINGS, LOSS OF USE, OR LOSS OF
GOODWILL; (iii) DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES; (iv) FOR ANY MATTER BEYOND OUR REASONABLE CONTROL; OR (v) FOR ANY
ACTIONS OF, OR SERVICES PROVIDED BY, THIRD-PARTY SERVICE PROVIDERS OR
INDEPENDENT CONTRACTORS (INCLUDING MENTORS) PROVIDING SERVICES ON BEHALF OF THE
ITIL PREMIER CLUB OR VIA THE SITE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR
LIMITED UNDER APPLICABLE LAW.

13. CHANGES TO TERMS OR THE SITE

(a) Changes to these Terms. We reserve the right to change or modify these
Terms of Use, our Privacy Policy, the Mobile Terms, or any documents, policies,
or terms they incorporate by reference in our sole discretion and at any time.
Any such change or modification will be effective immediately upon posting to
the Site. You agree to review the Site periodically to be aware of any changes
or modifications. Notwithstanding anything to the contrary, your continued use
of the Site and any other The ITIL Premier Club-provided services will be
deemed your conclusive acceptance of all such changed or modified terms and
conditions.

(b) Changes to the Site. The ITIL Premier Club may at any time, without
notice or liability, change or eliminate any content or feature of the Site or
any portion thereof, or restrict the use of any portion of the Site. Your only
right with respect to any dissatisfaction with any service-related change or
elimination is to cease use of the Site. We will not be liable if for any
reason all or any part of the Site is unavailable at any time or for any
reason.

14. GENERAL

(a) Non-Waiver. Failure by The ITIL Premier Club to enforce any provision(s)
of these Terms of Use will not be construed as a waiver of any provision or
right.

(b) Severability. If any provision of these Terms of Use is found to be
illegal, void, or unenforceable, then that provision will be deemed severable
from these Terms of Use and will not affect the validity and enforceability of
any remaining provisions of these Terms of Use.

(c) Governing Law and Jurisdiction. These Terms of Use are governed by and
will be construed in accordance with the laws of the State of Arizona, without
reference to

(i) any conflicts of law principle that would apply the substantive laws of
another jurisdiction to the parties’ rights or duties,

(ii) the United Nations Convention on Contracts for the International Sale
of Goods, or

(iii) other international laws. Should any dispute arise with regard to
these Terms of Use, the parties agree to first work in good faith to resolve
such dispute, and neither party may commence any action with regard to such
dispute until thirty (30) days have passed from the time such party has
provided written notice to the other party of the nature of such dispute,
provided that nothing herein will prevent us from seeking injunctive relief in
the event of your actual or threatened breach of any terms of these Terms of
Use.

(d) Dispute Resolution. Should any dispute arise with regard to these Terms
of Use, the parties agree to first work in good faith to resolve such dispute,
and neither party may commence any action with regard to such dispute until
thirty (30) days have passed from the time such party has provided written
notice to the other party of the nature of such dispute, provided that nothing
herein will prevent us from seeking injunctive relief in the event of your
actual or threatened breach of any terms of these Terms of Use.

(e) Notice. Any notice which may be required to be given under these Terms
of Use, will be given:

(i) by The ITIL Premier Club to you via e-mail to the e-mail address you
maintain in your account settings or by notifying you electronically by
displaying the notice in the Site;

(ii) by you to us in any commercially reasonable manner, including certified
mail, return receipt requested, e-mail, or any other customary means of
communication at the applicable mailing address set forth below, as may be
updated from time to time. Any notice given otherwise than in accordance with
this Section will be deemed ineffective.

All other feedback, comments, requests for technical support, or other
communications relating to the Site should be directed to The ITIL Premier Club
support team by emailing [email protected]

(f) No Agency. Nothing in these Terms of Use will be construed as making
either party the partner, joint venture, agent, legal representative, employer,
contractor, or employee of the other. Neither The ITIL Premier Club nor any
other party to these Terms of Use has, or may hold itself out to any third
party as having, any authority to make any statements, representations or
commitments of any kind, or to take any action that is binding on the other,
except as provided for herein or authorized in writing by the party to be
bound.

(g) Assignment. We may freely transfer or assign any portion of our rights
or delegate our obligations under these Terms of Use. You may not assign or
otherwise transfer your rights, obligations, or duties under these Terms of
Use, in whole or in part, without our prior written consent, in our sole
discretion. Any attempted transfer or assignment of these Terms of Use without
the prior written consent of The ITIL Premier Club will be null and void ab
initio. These Terms of Use will be binding upon and will inure to the benefit
of the permitted successors and assigns of each party to these Terms of
Use.

(h) Miscellaneous. These Terms of Use, our Privacy Policy, the Mobile Terms,
together with each Sales Order, as applicable, constitute the sole and entire
agreement between you and The ITIL Premier Club with respect to the Site and
supersede all prior and contemporaneous understandings, agreements,
representations and warranties, both written and oral, with respect to the
Site. The section titles used herein are displayed for convenience only and
have no legal effect. Nothing in these Terms of Use confers any third-party
beneficiary rights or remedies. The inclusion of your purchase order number on
any Sales Order, invoice, or other The ITIL Premier Club-provided document is
for reference purposes only and is not an acceptance by The ITIL Premier Club
of your terms or conditions contained therein or elsewhere. The terms on any
such purchase order or similar document submitted by you to The ITIL Premier
Club will have no effect and are hereby rejected. If any dispute should arise
between the parties hereto regarding the terms or subject matter of these Terms
of Use or the enforcement or breach of such terms, then the party prevailing in
such dispute, whether by out-of-court settlement or final judicial
determination, will be entitled to recover from the non-prevailing party all
costs and expenses of such dispute incurred by such prevailing party, including
without limitation reasonable attorneys’ fees.

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